www.sec.gov/Archives/edgar/data/915912/0001104659-06-01 -
[Cached Version]
Published on: 3/27/2006
Last Visited: 3/28/2006
The following individuals have been nominated by the Board of Directors to serve as directors: Bryce Blair, Bruce A. Choate, John J. Healy, Jr., Gilbert M. Meyer, Timothy J. Naughton, Lance R. Primis, H. Jay Sarles, Allan D. Schuster and Amy P. Williams (the "Nominees").
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Timothy J. Naughton
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Timothy J. Naughton, has been a director of the Company since September 2005 and has been President since February 23, 2005.Previously, Mr. Naughton served as Chief Operating Officer since February 2001.Mr. Naughton has direct oversight of development, construction and investments, and plays an instrumental leadership role in other aspects of the Company's business as well.Prior to assuming the Chief Operating Officer role, Mr. Naughton served as Senior Vice President,Chief Investment Officer since January 2000, overseeing the Company's investment strategy for real estate and non-real estate related investments.Prior to becoming the Chief Investment Officer, Mr. Naughton served as the Company's Regional Vice President,Development and Acquisitions, with responsibility primarily in the Mid-Atlantic and Midwest regions of the country.Mr. Naughton has been with the Company or its predecessors since 1989.Mr. Naughton is a member of the Real Estate Round Table, the Multifamily Council of the Urban Land Institute ("ULI") and a member of the National Multi-Housing Council ("NMHC"), where he serves on the Executive Committee.Mr. Naughton received his Masters of Business Administration from Harvard Business School in 1987 and earned his undergraduate degree in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa.
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Timothy J. Naughton
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As of December 30, 2005, the total holdings of restricted stock (i.e., shares still subject to vesting) of the Named Executive Officers and the market value of such holdings (based on the last reported sale price of the Common Stock on the NYSE on such date of $89.25) were as follows: Mr. Blair,35,982 shares ($3,211,393.50); Mr. Naughton,20,145 shares
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(5) For 2004, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$5,651; Mr. Naughton,$5,651; Mr. Sargeant,$5,651; Mr. Horey,$5,651; and Ms. Dunn,$5,594; (ii) premiums paid by the Company in February 2004 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,638; Mr. Naughton,$76,180; Mr. Sargeant,$80,908; and Mr. Horey,$35,401; and (iii) premiums paid by the Company in 2004 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,711; Mr. Naughton,$3,573; and Mr. Sargeant,$3,711.
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(5) For 2004, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$5,651; Mr. Naughton,$5,651; Mr. Sargeant,$5,651; Mr. Horey,$5,651; and Ms. Dunn,$5,594; (ii) premiums paid by the Company in February 2004 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,638; Mr. Naughton,$76,180; Mr. Sargeant,$80,908; and Mr. Horey,$35,401; and (iii) premiums paid by the Company in 2004 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,711; Mr. Naughton,$3,573; and Mr. Sargeant,$3,711.
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(5) For 2004, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$5,651; Mr. Naughton,$5,651; Mr. Sargeant,$5,651; Mr. Horey,$5,651; and Ms. Dunn,$5,594; (ii) premiums paid by the Company in February 2004 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,638; Mr. Naughton,$76,180; Mr. Sargeant,$80,908; and Mr. Horey,$35,401; and (iii) premiums paid by the Company in 2004 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,711; Mr. Naughton,$3,573; and Mr. Sargeant,$3,711.
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(6) For 2003, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$6,000; Mr. Naughton,$6,000; Mr. Sargeant,$6,000; Mr. Horey,$6,000; and Ms. Dunn,$6,000; (ii) premiums paid by the Company in February 2003 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,711; Mr. Naughton,$76,240; Mr. Sargeant,$80,968; and Mr. Horey,$35,428; and (iii) premiums paid by the Company in 2003 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,737; Mr. Naughton,$3,301; and Mr. Sargeant,$3,831.
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(6) For 2003, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$6,000; Mr. Naughton,$6,000; Mr. Sargeant,$6,000; Mr. Horey,$6,000; and Ms. Dunn,$6,000; (ii) premiums paid by the Company in February 2003 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,711; Mr. Naughton,$76,240; Mr. Sargeant,$80,968; and Mr. Horey,$35,428; and (iii) premiums paid by the Company in 2003 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,737; Mr. Naughton,$3,301; and Mr. Sargeant,$3,831.
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(6) For 2003, includes (i) amounts contributed by the Company to the Named Executive Officers' 401(k) accounts in the following amounts: Mr. Blair,$6,000; Mr. Naughton,$6,000; Mr. Sargeant,$6,000; Mr. Horey,$6,000; and Ms. Dunn,$6,000; (ii) premiums paid by the Company in February 2003 for Company-owned life insurance policies on the lives of certain of the Named Executive Officers, as explained in footnote 4 above, in the following amounts: Mr. Blair,$135,711; Mr. Naughton,$76,240; Mr. Sargeant,$80,968; and Mr. Horey,$35,428; and (iii) premiums paid by the Company in 2003 for certain officers' supplemental disability insurance in the following amounts: Mr. Blair,$6,737; Mr. Naughton,$3,301; and Mr. Sargeant,$3,831.
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Timothy J. Naughton
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(1) This chart excludes options granted on February 11, 2005 with respect to the fiscal year ended December 31, 2004, including the following amounts for the Named Executive Officers: Mr. Blair,146,005; Mr. Naughton,72,122; Mr. Sargeant,63,437; Mr. Horey,40,317; and Ms. Dunn,15,429.
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Blair, Naughton, Sargeant and Horey provide that options granted to them (i) shall be subject to accelerated vesting under certain circumstances as described in "Employment Agreements and Severance Arrangements" below, and (ii) shall, under certain circumstances, have exercise periods following a termination of employment that are nine to eighteen months longer than indicated above (e.g., an exercise period of one year, rather than three months, following a termination of employment without cause).
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Timothy J. Naughton
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Blair, Naughton, Sargeant, Horey, Morris and Schulman, and Mmes.
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Timothy J. Naughton, 44, has been a director of the Company since September 2005.Mr. Naughton has also served as the Company's President since February 23, 2005.Previously, Mr. Naughton served as Chief Operating Officer since February 2001.Mr. Naughton has direct oversight of development, construction and investments, and plays an instrumental leadership role in other aspects of the Company's business as well.Prior to assuming the Chief Operating Officer role, Mr. Naughton served as Senior Vice President,Chief Investment Officer since January 2000, overseeing the Company's investment strategy for real estate and non-real estate related investments.Prior to becoming the Chief Investment Officer, Mr. Naughton served as the Company's Regional Vice President,Development and Acquisitions, with responsibility primarily in the Mid-Atlantic and Midwest regions of the country.Mr. Naughton has been with the Company or its predecessors since 1989.Mr. Naughton is a member of the Real Estate Round Table, the Multifamily Council of ULI and a member of NMHC, where he serves on the Executive Committee.Mr. Naughton received his Masters of Business Administration from Harvard Business School in 1987 and earned his undergraduate degree in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa.